the beholder uses "the Xanathar" as a title rather than
its personal name (which is Zushaxx). The guild has
been in operation for nearly two hundred years, with a
different beholder taking over every few decades.
PARANOID MEGALOMANIA
The Xanathar, like its forerunners, is an eye tyrant- a
type of beholder that chooses to live among other crea-
tures in a position of superiority over them. Its paranoia
is kept under control most of the time, and it turns its
strange mind to the pursuit of organized crime in Un-
dermountain and Waterdeep. The Xanathar believes
its intelligence and magic make it uniquely suited for
this- even more so than its slain predecessor-and it
uses its abilities to ruthlessly enforce its will on as much
political and criminal territory as possible.
The Xanathar's bond is its lair, an elaborate cavern
complex created by its predecessors, carved out be-
tween the twisting sewers ofWaterdeep. It almost never
leaves its home, for at the center of this world it is the
master of all it sees and safe from outside threats. The
expansive lair is well stocked with the exotic pleasures
it craves, such as scented oils for bathing, fragrant
incense, and fine foods prepared by skilled chefs. It
surrounds itself with evidence of its wealth and success,
eating off gold plates, drinking from diamond-encrusted
chalices, decorating its sleeping area with marvelous
tapestries, and adorning itself and itssanctum with
powerful magic items.
Its fear of conspiracies is merely dormant, though, not
absent. From time to time it is gripped by overwhelming
concerns about assassination plots, revenge-seekers,
and other schemes against it. When these thoughts bub-
ble to the surface, the Xanathar might crack down on its
lieutenants, interpreting their mistakes as disobedience,
their failures as deliberate attempts to undermine its
power, and their successes as challenges to its superi-
ority. The beholder's ire might manifest as abruptly as
a disintegration ray or as slowly as an angry glare and
increasing scrutiny over the next few weeks.
The Xanathar is ambitious and wants to expand its
power by making alliances, but it is constantly wary of
betrayal. The only allies it considers relatively safe are
individuals that it (or its predecessor) has worked with
for years, and most of these are creatures it has no rea-
son to fear because they aren't a physical threat to it or
the guild. It is hesitant to form alliances with other pow-
erful groups, and is likely to break off ties with a new
ally if it senses even a hint of betrayal or difficulty. If an
organization is useful but significantly weaker than the
guild, the Xanathar is likely to absorb its members and
resources into its guild (either immediately or gradually)
so it can keep an eye on threats from within that group.
Like all beholders, the Xanathar craves information.
It is aware of the great library at Candlekeep and the
lore stored there, and one of its main objectives is to get
an agent into the place that can start sending copies of
that information back to the Xanathar for review. The
Xanathar's ultimate goal is to control the entire region
under Waterdeep (both Undermountain and Skullport),
giving it as much political clout as all the Lords ofWa-
terdeep combined.
BEHOL DERS RULE TERRITORIES AND try TO MANIPULAT E
THE wider world FROM THEM. FOR ADVENTURERS, THE
trick IS LEARNING WHERE A GIVEN BEHOLDER BELIEVES
ITS TERRITORY'S BOUNDARIESARE.
-ElminsterY. t have to think like a
It'seasy. OU to Elminster, they all
beholder. Accordiing thecenteroftheworld.
think of t themselvesas
Well, I knoww I am. -VoloDIVISION OF LABOR
Thanks to its superior intelligence and its unique way
of thinking, the Xanathar is able to efficiently supervise
and direct the efforts of many creatures at the same
time. It holds sway over a dozen specialized lieutenants.
Each lieutenant is responsible for operating one of the
aspects of guild business, including assassination,
blackmail, extortion, mercenaries, slavery, smuggling,
spying, and thievery (of these operations, slavery and
thievery are the largest). When one needs to be re-
placed, the best candidates are those who appreciate the
benefits of strict organization (and thus are lawful evil or
at worst neutral evil) and who have a high tolerance for
their boss's sometimes erratic behavior.
Each lieutenant is allowed to manage its part of the
guild operation as desired. Some use a direct, hands-on
approach, and some establish a chain of command that
establishes a clear hierarchy from the top to the low-
est underling. As long as a lieutenant's operation runs
smoothly, the Xanathar doesn't object to methods or
micromanage day-to-day activity.
When a human megalomaniac rises to power in an
evil organization, that individual is always at risk of
being killed or replaced by a power-hungry rival. When
such a group is led by a beholder rather than a human,
the tyrant has incredible staying power against chal-
lengers. Not only are its opponents unsure of the best
way to kill it, but it can quickly retaliate with lethal force
against multiple enemies at the same time, and it liter-
ally sleeps with its eyes open. The only real threat to
the Xanathar's rule is another beholder, which speaks
to the reason why the Xanathar Guild has been led by a
succession of beholders instead of by various humanoid
or inhuman creatures. Lieutenants who have their own
ambitions, who might come to oppose the tyrant or fear
for their safety, are much more likely to flee (or "retire")
than to confront the beholder. The petrified heads of sev-
eral traitorous lieutenants decorate the Xanathar's lair
as testimony to how it deals with challengers.
In addition to its lieutenants, the Xanathar has many
minions with specific jobs. These underlings don't have
as much clout as the lieutenants do, but they do hold
key roles in its guild and have some degree of influence